Dark Winx 2: Rebirth
by entilza
Summary: Once again the forces of good and evil threaten the magical universe. In this exciting sequal to Dark Winx the Under Realm has gained a powerful new ally. Will the Winx Club be able to handle this new threat, or will evil finally triumph? Rated T just in
1. Chapter 1

**Dark Winx 2: Rebirth**

**Chapter One: Return from Oblivion**

"Ah man, it's good to feel a cold wind again," Stormy called out from where she was reclining against a rock outcropping.

"I agree. Shadowhaunt totally rules," Icy replied. It had been only yesterday that she, Darcy and Stormy had escaped the abominable prison known as Light Haven. Being in that place had nearly driven the three of them insane.

"So, what do you think we'll be doing next?' Darcy asked.

"Not sure," replied Icy. "Darkar's probably waiting for our magic to completely recover."

"I'm ready for a fight right now!" Stormy said. "Being locked for so long's left me with a lot of anger to get out!"

"Then go practice on some rocks or something," Icy suggested. "Blowing things up seems to calm you down." Stormy growled as she stalked off.

"Hey, I'm gonna get something to eat. Wanna come?" Icy asked Darcy.

"Sure, why not," Darcy replied. The two witches looked over to where Stormy was practicing her lightning attacks. "She's sure going at it."

"Yeah well, you know her. Come on." They were just entering a hallway when a huge beam of blue white light broke through the top of the cavern and struck near where Stormy had been. "Come on, let's find out what that was," Icy said, already flying off.

They arrived in what had once been a quarry. There was a large crater in the ground and Stormy was lying face down near the edge. Icy and Darcy hurried over. Icy rolled Stormy over. She seemed bruised and had a few cuts but was otherwise fine.

"Of man, what hit me?" Stormy asked when she woke up a few minutes later.

"Not sure," Icy replied. "But that beam must have been drawn to something. Come on. If we find something valuable maybe Darkar'll let us go out for some fun later."

Finally, after an hour of digging in hot soil and rock, Icy found what looked like a pyramid made of blue crystal and with a red stone set in the center on one side.

"Hm, wonder what this is," Icy said. Then suddenly the ruby in the pyramid began glowing. The witches heard a strange chant, and then the artifact was silent again.

"Well that was anticlimactic," Stormy said.

"Come on, let's see what Darkar can tell us," Icy replied, slinging the pyramid over her shoulder by a thin rope.

…

Lord Darker was deep in thought when the witches walked into his throne room.

"Ah, my witches," Darkar said in greeting. "Did you happen to see that light impact an hour ago?"

"Yep, and we found this where it hit," Icy replied, chucking the pyramid at Darkar, who caught it easily.

"Hm, interesting. This pyramid is giving off an energy I've never felt before, but a very powerful one."

"Cool, can we use it?" Icy asked.

"Perhaps. I can sense that whatever is inside this needs energy, and it just so happens we have several power sources right over there," Darkar replied, pointing toward where the Pixies were being held.

"Then let's give this thing a power boost."

…

Darkar and the Witches entered the holding room where the Pixies were being kept.

"Hello everyone. Did you miss me?" Darkar asked amusingly.

"Why would we be happy to see YOU? You're the one keeping us here!" Chatta replied.

"Exactly. Which means you should be grateful you're being treated as well as you are. Now then, I'm going to need your power for something. Let's start with the most annoying of you," Darkar said, grasping Chatter and using his power to drain her Winx and send in into the pyramid. When her power was nearly gone he stopped and did the same with Digit and Amore. After Amore was drained the pyramid began to glow. "Now we're getting somewhere."

Deep within the puzzle, a spirit drifted. It had nearly been destroyed by the Pharaoh, but it had survived, and soon its revenge was at hand. Suddenly it sensed energy entering the puzzle.

"_What is this energy? Blah! It is sour, energy of light, but it is powerful. Ah, my power is being restored. I can see again. I must meet whoever has done this." _The spirit focused and felt itself leaving the puzzle.

Back in the holding room Darkar felt something coming out of the pyramid. He placed it on the ground and watched as a projection of a man formed. He was a full two feet taller than Darkar and was dressed in Egyptian clothing.

"Well, this place is certainly different," the man said.

"Hello to you to," Darkar replied. "I'm Lord Darkar, ruler of the Under realm, and these are my witches. Who are you?"

"Witches you say? Are they skilled sorcerers?"

"We're witches," Icy replied. "We're all good with magic."

"Then you may be of use to me. I will require more energy to regain my physical form. If you provide it for me, I will reward you with powers and creatures you cannot imagine."

"All well and good," Darkar said. "But you still haven't answered my question. Who are you?" The man smiled.

"You may call me Anubis."

**So what did everyone think? So Anubis has been reborn in a second Pyramid of Light. What will happen next? Feel free to provide suggestions. Well, see ya all in the next chapter, and don't forget to review! The Emperor protects.**

**ENTILZA**


	2. Chapter 2

**Chapter two: Preparations**

Two days had passed since Anubis had appeared. In that time Darkar had drained the Pixies several more times and now Anubis could project his spirit for several hours at a time. The witches powers were back to full strength and had been enhanced by Darkar. They had spent the last few days getting used to their new abilities. Anubis had spent most of the time brooding. Icy had heard him mention someone called the Pharaoh, but when she had asked him who he meant he had scowled at her. Now Darkar had summoned the witches into his throne room. The Pyramid of Light, as Anubis called it, was resting on one arm of the throne.

"The time has come to make our first move," Darkar began. "The energy from the Pixies has restored some of Anubis's powers, but I believe that fairy power would work much more quickly."

"To that end, we will stage an assault on Alfia," Anubis finished. "I will use what power I have to create a barrier around Alfia to stop anyone from entering or leaving. You three will then attack with the assistance of Lord Darkar's Shadow Creatures. Take as many fairy prisoners as you can. And here, these are for you" Anubis raised his hands and three weapons appeared in front of the witches. A crystal staff went to Icy, twin daggers to Darcy and a fan to Stormy. "Use them well."

"Hey, how come I get a lamo fan?" Stormy asked.

"Don't let appearances fool you," Anubis advised. "Your weapons are designed to enhance your powers. Icy, your staff can instantly freeze anything it touches as well as fire ice wind blasts. Darcy, your daggers can blind anyone they cut for a short time as well as combine to form a shadow mist blade. And Stormy, your fan may not look like much, but it can fire razor sharp wind waves, generate cyclones and block attacks. Now, take your new weapons, and let us proceed with our mission."

"Good luck ladies," Darkar said, handing the Witches crystals used for summoning his shadow creatures. "I hope you have fun.

"Oh trust me, we will," Icy smiled.

…

At Alfia, Bloom and the Winx Club were showing Layla around. She was still a bit weak from the Underrealm, but she was recovering fast.

"So do you think Ms. Faragonda will let us go and rescue the Pixies?" Layla asked.

"I know she will," Bloom replied. "Come on, I promised Stella we'd meet her for lunch."

…

In Ms. Faragonda's office, she was conversing with Professor Saladin.

"I know that beam of light contained a great evil. If, as I suspect, it went into the Underrealm, it could herald the coming of a great evil."

"I agree. We have to find out what's going on down there. But how?" Saladin asked.

"Layla, the girl who recently arrived here, just escaped from the Underrealm. I think we should assemble a team of the strongest students from both our schools. I'll speak to Bloom. I don't want to place her in any danger, but if that energy is somehow related to the dark force we defeated last year, we have no choice."

"I know you still feel responsible, but as I've told you there was nothing you could have done. I'll have Brandon and Sky come over soon. They're the best Red Fountain can offer."

"Thank you Saladin. I only hope we can come through this."

"We will," Saladin said as he vanished.

…

"Hey Stella," Bloom called as she and Layla joined her at a table. Layla's plate was nearly overflowing.

"If you eat too much you'll get fat you know," Stella said.

"Hey, you try spending a day and a half in the Underrealm and tell me you don't feel hungry," Layla replied, biting into an apple. "So, what do you do for fun around here?"

Stella was about to answer when Ms. Grizelda walked up.

"You three, Ms. Faragonda would like to see you in her office."

"What did I do this time?" Stella asked, smirking a bit.

"I'm sorry to say Ms. Stella, but this time it isn't about you. Now come along." Layla took a slice of toast before the others dragged her off. When they entered Ms. Faragonda's office she motioned for them to sit.

"Tell me, did any of you sense a great disturbance a few days ago?" Bloom and Stella nodded. Layla had still been unconscious that day. "That is because about two days ago a large amount of energy passed briefly through this realm. Professor Saladin and I have traced its destination to the Underrealm. We don't know what it is, but it can't be good. Bloom, you and your friends will take a test to see if you can brave a mission to the Underrealm."

"You mean we can save the pixies!" Layla asked.

"Yes, but the main reason you are going is to find the source of that energy. I don't like placing a burden like this on you Bloom, but I don't believe we have any other options."

"It's all right Ms. Faragonda," Bloom replied. "Layla and I were planning to talk to you about rescuing the pixies ourselves. We'll go and tell the others."

"Before you do, there's something I'd like you to see." Ms. Faragonda reached under her desk for something when a light from outside blinded everyone. When it faded they saw that a blue barrier had surrounded Alfia. "What is this?"

"I feel so cold" Layla said.

"Me too," Bloom replied. "Look!" Everyone looked out and saw three figures descending from the top of the barrier. "It's the witches!"

"But they're in Light haven!" Grizelda said.

"No, I received word that they broke out," Faragonda replied. "But why would they come here. Unless…"

"Unless what?' Layla asked.

"Girls, you must stall the witches while I take care of something. Now hurry!" As Bloom and Layla hurried off, Ms. Faragonda began chanting a spell, hoping that she was strong enough to ensure the success of what could turn out to be the birth of the greatest power ever to exist.

**So how was that? So the Witches have new weapons, will they succeed in their mission? Will Anubis reveal himself, and what is Ms. Faragonda planning? Find out in the chapter. See ya then, and don't forget to review! The Emperor protects.**

**ENTILZA**

**P.S. If any of you like Gundam or Sg-1 stories you should check out m6l99's stories. They're pretty cool. **


	3. Wins and Losses

**Chapter Three: Wins and Losses**

Icy slammed her staff into the stomach of the first fairy that came at her. She was immediately encased in ice and fell to the ground.

"This is too easy," Icy called out.

"You said it," Stormy replied. "Hey watch this. Wind Shard Attack!" She swung her fan and dozens of white energy crescents tore up the ground, sending three fairies tumbling away covered in deep cuts. "This thing might look dorky but it gets the job done."

"Yeah it's nice, but watch this. Ice Wind Tempest!" Icy thrust out her staff and a freezing wind swept over half of Alfia. Fairies shivered and slowed down.

"Let's release the Bile Monsters," Darcy suggested. Icy smiled.

"Good idea. Okay, time to do your stuff!" Icy called out, flinging her crystals at the ground. Stormy and Darcy did the same and soon nearly a hundred Bile Monsters were rampaging across Alfia. "This is too easy!"

"Oh yeah, well we can fix that!" Bloom called out as she and the Winx Club flew up to meet the witches. "Fireball!" She shot a ball of fire which Icy froze with her staff and batted back.

"Try and see through this!' Darcy said, putting her two daggers together and forming a double bladed sword. "Dark Fog!" A purple fog covered the campus. The witches could see through it but the fairies couldn't.

"I can help!" A voice called out. "Moonlight!" A sphere of soft blue light formed and expanded, pushing back Darcy's fog. Laura, fairy of the Moon, flew in. "Don't tell me you forgot about me."

"Yeah, the Winx Club's bigger than it used to me," Flare, fairy of fire added as she launched a wave of fireball attacks. Icy twirled her staff and blocked them all.

"Bigger, yeah. Smarter, no."

"We'll see about that! Blizzard!" Serina, fairy of ice called out. Icy was caught up in a flurry of wind and snow. "Sorry I'm late."

"Oh great, it's the loser brigade, version two," Darcy said. "Come on, let's get 'em." The Bile Monsters stopped their destruction and surrounded the Winx girls.

"We can take these losers," Electra said. "Try this ghouls! Chain Lightning!" Electra launched a blast of thunder that conducted from creature to creature. Half of them were destroyed, the other half were paralyzed.

"That's it! I've had it. WIND SHARD ATTACK!" Stormy swung her fan as hard as she could, firing a hundred blasts at the Winx Club. Techna and Wendy stepped up.

"Digital Barrier!" The two tech fairies called out together, forming a green barrier that absorbed Stormy's attack. "You'll have to do better than that!"

"GRRR! That's it, now I'm mad!" Icy cried out. "Try blocking this! Icicle Lance!" Icy's staff shot a glowing icicle straight at Bloom. She dodged but the attack cut into her shoulder. Blood trickled down her arm. "How's that feel?"

"Just like this will!" Bloom replied, putting her hands together. "Inferno blast!" A jet of flame shot from Bloom's hands. Icy spun her staff and blocked most of the attack but dropped her staff when it began to burn her hands. By now the rest of the Alfia fairies were finishing off the Bile Monsters. Professor Palladium and professor Whiskis were coming to help. "Looks like you've lost Icy!"

"I don't think so. We got what we came for," Icy replied, raising her staff into the air. A dozen fairies trapped in ice were drawn to her, including Layla.

"NO!" Bloom cried, flying straight at Icy, a fireball in each hand.

"Pitiful. Icicle Lance!" This time Icy's attack went straight through Bloom's wing at the base and cut down her back. She cried out and fell to the ground. "Come on, let's get out of here. Oh, I forgot to leave a parting gift. Stormy, if you would."

"You got it. Wind Shard Attack!" Stormy fired a full power attack at Alfia's brand new Dragon Fire tower. The base was pulverized and the tower crashed down, demolishing a section of the outer wall but thankfully missing the fairies on the ground. The three witches and their captives then seemed to melt into the barrier and vanish.

Stella caught Bloom before she could hit the ground. She transformed back to her normal self and passed out. Blood was leaking from a wound in her back.

"Hurry, let's get Bloom to the hospital wing," Ms. Faragonda said. Stella nodded and hurried off. "Grizelda! Get the students organized. I want injuries taken care of and I want to know who was taken."

"I'm on it," Grizelda replied. She and Ms. Faragonda had been delayed because of the spell that had been doing.

"Why would the witches attack just to kidnap a few students? It doesn't make any sense."

…

Lord Darker and Anubis were in the throne room when the witches got back.

"Ah, you're back, how was your mission?" Darkar asked. "Productive I hope."

"You got that right LD," Icy replied, pointing to the twelve frozen fairies behind her. Darkar quickly spied Layla.

"Ah, I know this one. I think I'll put her with the pixies. The rest will go to the dungeon."

"You have done very well witches," Anubis congratulated. "In thanks for your excellent work, I will increase your powers." The Witches weapons each changed. Icy's staff began glowing a soft clear blue, the blades of Darcy's daggers turned completely black and Stormy's fan developed a pattern of black swirls.

Thanks," Icy replied. "So, what's next?"

"What's next," Darker said, "is that we're going to attack Red Fountain in a few days. There's something there that I want."

"Sounds cool. Until then we'll go and practice. See ya!"

"And what exactly is this thing that you're after?" Anubis asked Darkar after the witches had left.

"I'll tell you once I have it. All I know is that it will help me gain access to the greatest power in the universe."

**So what did you think? So twelve fairies have been captured, including Layla. Will Bloom and the others be able to rescue them? Will the witches prove too strong to defeat this time? Find out in the next exciting chapter. Well, see ya all then, and don't forget to review! The Emperor protects.**

**ENTILZA**


	4. The Under Realm: Part One

**Chapter Four: The Under Realm: Part One**

Ms. Faragonda led the Winx Club into the main hall of Alfea. They were going to take the test that would determine which of them could go to the Under Realm.

"Now girls let me warn you, everything in this test is real so if you get injured, it will hurt. Now, do your best!" A curtain of shadow enveloped the girls and resolved into a cave tunnel. Suddenly the same creatures they'd fought off earlier came at them.

"Everybody, transform," Bloom called out. Everyone called on their Winx but only half of them were able to transform. Bloom and Stella took care of the first monsters, and Electra and Serina were holding their own.

"Hang on, I'll clear these guys out with a sonic blast," Musa said, but when she launched her attack the entire cave started shaking.

"Her attack was amplified by the cave wall," Techna called out. Then, just as the roof of the cave began to collapse everything vanished and the girls were back in the hall.

"Well done girls. Bloom, Stella, Electra and Serina, you pass. As you the rest of you, I'm sorry." Musa hung her head. "It's ok Musa. You never know how your powers will be affected in the Under Realm." Musa smiled a bit.

"Thanks."

"So what now? Can we go?" Bloom asked.

"Yes, but there's something I want to give you first," Faragonda replied. She reached into her dress pocket and pulled out four small gems. Bloom was the first to recognize them.

"Hey, those are the crystals you removed from us when the Oricalcos was defeated."

"Correct Bloom. The other teachers and I have been studying them and we found that most of the energy contained in the crystals is in fact good energy. The Oricalcos was simply tainting it, so we developed a way to purify the crystals while leaving most of the energy intact."

"And you think they'll help us in the Under Realm?"

"Yes. As you know the Under Realm drains the Winx of fairies. These should help you resist that, and you may need them for when you face the witches." As Faragonda spoke Bloom unconsciously ran her hand along the wound Icy had given her. It had healed, but she could still feel the icicle cutting trough her.

Faragonda handed the four girls their gems, which began glowing softly as they held them.

"Uh, are you absolutely sure this is safe?" Stella asked nervously. She could still remember being under the control of the Oricalcos. It had been the worst experience of her life.

"I'm sure. We've been testing them for months," Faragonda replied.

The girls held their gems to their chests and the turned to energy and were absorbed. A moment later they rose into the air. They transformed, but their uniforms all had white on the edges and white angel wings instead of fairy wings.

"This is amazing!" Bloom said. She felt very powerful, but she also felt a warm feeling in her chest, completely different from the icy feeling the Oricalcos had generated.

"All right. The boys from Red Fountain should be here soon. They will accompany you to the Under Realm."

"Cool!" Stella remarked.

…

A few minute later Brandon, Sky and Timmy arrived in a Red Fountain craft.

"Hey Stella, love the new wings, Brandon said.

"Thanks, I think they really compliment my eyes," Stella replied. "Hey, the ship looks good."

"Yeah, Timmy upgraded it over the summer."

"He E-mailed me all the specifications. He really is a genius," Techna said.

"Hey Sky," Bloom called out.

"Hey Bloom. So are you ready?"

"Yep, let's go."

"Good luck!" Techna called out as the ramp closed.

After a slight detour caused by Timmy going the wrong way, the ship made its way to the Under Realm. Timmy couldn't land the ship or else the power would be drained, so the group descended using ropes.

"So which way?" Sky asked.

"Hag on let me check," Bloom pulled out a scanner Techna had built. It was designed to detect Winx. "I'm getting a reading. That way," she pointed ahead of them into a cave entrance. The group set off, Bloom and Sky leading the way. Soon they accidentally got separated and several bile monsters attached Brandon on a cliff edge.

"All right let's see how you like maximum sword power!" Brandon slashed his sword into the rock and caused the monsters to tumble down into a raging river. Unfortunately Brandon fell as well.

"Hang on, I'm coming!" Stella shouted, leaping off the cliff and spreading her wings. She swooped down and caught Brandon's hand. Slowly she flew back up to the others. "You know, you're heavier than you look."

"Or maybe you just need to work out a bit," Brandon countered. Stella loosened her grip a bit and Brandon shut up.

"Come on, let's keep going" Bloom said. "And try not to fall off anymore cliffs." Everyone laughed a bit.

…

"So, we have intruders," Darkar said. Anubis had summoned several invisible bat monsters and was using them to search for anyone attempting to enter the Under Realm. "They must be here to rescue the fairies and pixies. No matter. My witches will stop them."

"Do not underestimate them. I can sense an energy from my own realm. It's faint but I definitely recognize it. Tell your witches to be careful," Anubis replied.

"Oh Witches!" Darkar called. Icy, Darcy and Stormy appeared a moment later.

"You called LD?" Icy asked.

"Some fairies just entered our realm. Go and take care of them would you?"

"You got it," Icy replied. "Come on ladies, time to kick some fairy butt."

"Can't wait!" Stormy replied.

After the witches were gone Anubis turned to Darkar.

"If I'm right and those girls have somehow acquired the power I think they have, I may need to get involved personally."

"Then let's get some more power from our fairies," Darker replied. Anubis nodded and walked with Darkar as he carried the Pyramid of Light down to the dungeon.

**How was that? Sorry it's been so long since I updated. School, ya know? Anyway, in the next chapter the fairies and witches will clash. Who will win? And will the fairies and pixies be rescued? Keep reading and find out. See ya all in the next chapter, and don't forget to review! The Emperor protects.**

**ENTILZA**


	5. The Under Realm: Part Two

**Chapter Five: The Under Realm: Part Two**

Bloom and the group made their way through a series of dark caves, Stella lighting the way with her staff. Twice Bile Monsters came at them but Stella destroyed them with sun bursts.

"I sure hope we get out of these caves soon," Stella said. "This humidity is ruining my hair!"

"According to the scanner we're nearly out," Bloom replied. Techna's device showed a large opening up ahead. Sure enough the group soon emerged from the cave into a massive cavern. Shadowhaunt lay above them, several waterfalls thundering down the sides.

"Well, we made it," Electra said.

"Yeah, and this is as far as you're gonna get," Icy called as she swooped down, Darcy and Stormy right behind her.

"Great, it's the looser patrol," Electra taunted. "Let's just get this over with."

"I couldn't agree more," Stormy said. "Wind shard attack!"

"Not happening!" The girls transformed and dodged the attack. "Ok my turn. Electric bolt!" A bolt of lightning lanced at Stormy, who blocked it with her fan.

Icy and Bloom circled each other, trading fireballs and icicles.

"So Bloom, how's the wing?"

"Not bad. Does your skin still sting?" Icy winced. She could still feel Bloom's firestorm burning her.

"This time it's you that's going down!" Icy shot blasts of energy at Bloom. Wherever the blue white balls hit ice enveloped everything nearby. Bloom used a new spell she had learned and teleported behind Icy. Before she could react Bloom nailed her with a barrage of fireballs, sending Icy plummeting to the ground.

…

Serina drove Darcy's daggers away with a shield spell and retaliated with a barrage of ice blasts. Stormy barely dodged but managed to recover her weapons.

"You're pretty good," Darcy said.

"You too," Serina replied. "But it's time to end this fight. Dark blizzard!" Serina fired a black beam of energy that split into four parts. Each struck Darcy from a different angle. She fell to the ground and didn't get up.

…

Bloom narrowly dodged a freeze blast from Icy, but the close call numbed her wings. She and Icy were both breathing hard, and Icy had a burn mark on her shoulder.

"Ok, this time you're going down!" Icy hurled her staff like a javelin. Bloom dodged, but as the staff passed her it spat hundreds of tiny icicles, dozens of which impaled Bloom. They quickly began spreading a coat of ice over her body. "HAHAHAHA! Bet you didn't see that coming!" Bloom's frozen body dropped to the ground and became a rock hard ice boulder.

"Bloom!" Stella cried, rushing over. "Take this! Rising Sunburst!" Icy pointed her staff and Stella's attack froze and exploded.

"Sorry, no loser attacks allowed. What the?" A light was building inside Bloom's ice coffin, which exploded, revealing Bloom fully transformed. Her angel wings flapped gently and tendrils of fire traveled up her arms.

"Ok, the kiddy gloves are off! Now take this! Phoenix Flame!" A massive blast of fire burned through Icy's freeze blast and knocked her to the ground. "Everyone all right?"

"Fine over here," Stella called. She had just finished Stormy off, but had taken a few hits and had several deep gashes on her arms and legs.

"Those look pretty deep," Brandon said. He and Sky had been watching the battle, feeling totally useless because they couldn't fly. Icy had frozen Sky's boomerang and they had no other ranged weapons. "Let me help." He sprayed some healing spray and bandaged Stella's injuries.

"I'll be fine, but thanks," Stella replied. "Now come on, before the witches come back." The group pressed on toward Shadowhaunt, Bloom and Stella carrying the boys.

…

"They're more powerful than I anticipated," Darkar said.

"Indeed. That Bloom girl especially. She possesses a power very similar to the Oricalcos. I will handle this. I have gathered enough strength for a brief battle. I will capture them and discover where they obtained this power." Anubis placed the pyramid of light around his neck and stalked off. He could only hold his form for a bit, but it would be enough.

…

The group had made it to the dungeon. They moved silently down torch lit passageways. Soon they arrived at a wide chamber and saw the captured fairies and several pixies.

"All right, I'll break them out. Brandon, Sky, guard the door. Girls, you come with me." The Winx girls began destroying the power sources for the force fields and soon everyone was free. One of the pixies flew over to Bloom.

"Hello. I'm Lockette. I'm the Pixie of portals."

"Nice to meet you. My name's Bloom."

Another Pixie, Amore, had already bonded with Stella, and Layla was carrying a sleeping Piff.

"Come on, let's get out of here," Bloom urged.

"I'm afraid you're not going anywhere," a voice called from the shadows as Anubis entered the room. The pyramid of light glowed.

"And just who are you?" Stella asked.

"I am Anubis, lord of shadows, and now all of you are mine."

"I don't think so," Bloom replied. "Phoenix flame!" Anubis raised his hand and batted the fire away. "No way!"

"You're powers are no match for mine."

"We'll see about that!" Bloom spread her wings and gathered all the power she could muster. She then slammed her wings shut, generating a razor sharp energy blast that zipped toward Anubis. He raised his arm to block it, but that allowed Electra to hit him in the back with a full power thunder kick. In the moment it took him to recover Bloom fired a stream of fire that burned through the cord of the pyramid of light. It dropped to the ground and Anubis clutched his head. He moved to grab the pyramid but Electra slipped under him and kicked it away. It slipped through a crack in the wall and plummeted into the lake below Shadowhaunt. Being so far away from his power source caused Anubis's body to turn into energy and zap after the pyramid.

"Come on, before he gets back. Hey, portal pixie, can you find us a way out of here?" Stella asked.

"My name is Lockette, and yes, there's a hidden portal not far from here. The witches used it to get to the surface. Just follow me."

Lockette led the group to the witches chambers and revealed a hidden portal under a cloak. They entered and found themselves near where Timmy's ship had left them. Brandon signaled him and he came over a hill a few minutes later.

"Hey guys, glad you made it back safely. So, everyone accounted for?"

"Yep, now let's get back to Alfea. I seriously need a shower."

**…**

Anubis was furious. He had just been humiliated by children!

"Calm down. We'll have our revenge soon. Loosing the prisoners is unfortunate, but not fatal to our plans. I've been able to adapt the Shadow Fire so you can use it to regain your strength. Once all of us are ready, we'll attack Red Fountain. That's where the first piece of the Codex is."

"What is the Codex?" Anubis asked.

"Something that will allow me to gain access to a hidden realm, and there we will take control of the ultimate power!"

"I will retire. I have an idea for a new army, one that will allow us to overrun any opposition."

"All right. I look forward to seeing it. In the meantime my witches have some serious training to do. When we're through no one will be able to beat them!"

…

When the girls arrived back at Alfea, Faragonda congratulated them and allowed them to go to their dorms to get some rest. Digit, Chatta and Tune met Techna, Flora and Musa, and together that all headed off to get some much needed rest.

**So how was that? Sorry about the long wait. School's been keeping me busy. Anyway, in the next chapter Anubis will launch his attack on Red Fountain. Will the boys be able to fend them off? And will the girls be able to stop Anubis's new army? Find out in the next exciting chapter. See ya all then, and don't forget to review! The Emperor protects.**

**ENTILZA**


	6. Chapter Six: Dark Siege: Part One

**Chapter Six: Dark Siege: Part One**

The Winx girls woke late up and made it just in time for classes. Layla was still recovering from her time in the Under Realm and stayed in bed. Ms. Faragonda had gone to meet with Professor Saladin about Anubis and so Griselda was in charge. Everyone was happy the captured fairies had been rescued, and Bloom and the others spent most of their free time telling their story over and over. Finally they managed to get back to their dorms.

"Man, if I get one more request to hear our Under Realm story I'm seriously going to faint," Stella said, collapsing into her bed.

"Hey, at least we can get some peace and quiet here," Bloom replied. Lockette and the other pixies were off playing and the room was quiet.

"Hey Bloom?" Musa asked. "You think we'll see that guy Anubis again soon? He was creepy."

"I hate to say it but I think we'll be seeing him sooner than we think. I just hope we can handle him. Who knows what he's planning."

…

Darkar and Anubis looked proudly from the balcony onto their assembling army. Anubis had used his returning powers to access the Shadow Realm and bring forth the first wave of his army. It would be some time before he could bring Duel Monsters through, but his own forces would serve for the time.

"Very impressive," Darkar complimented, gazing out at the assembling troops. Companies of Jackal Warriors growled their impatience, Flyers circled overhead, Bone Breakers grunted and Knight Gollums sharpened their weapons. "I think this will be more than sufficient to overwhelm Red Fountain."

"It will be, and once Red Fountain is ours we will be free to strike cloud Tower and Alfea. Now my army, go forth and take Red Fountain! For the Glory of the Under Realm!" The army cried out and began marching through the opening portals. The Witches fallowed. For the last few days Anubis and Darkar had pushed them hard, but now there was no way they could loose. Red Fountain was about to fall.

…

Sky had just taken over the morning watch. He slowly panned the scope around the still misty landscape around the school. He and Riven had gotten into another 'disagreement' and Cordatora had seen fit to calm them down by making each of them stand watch for a week.

As Sky yawned something glinted out of the corner of his eye. He trained the scope and saw an energy portal appear. Then another, then ten. Forms were coming out of them, but the fog seemed to thicken, hiding them from sight. Within seconds only the mist could be seen. He reached for his comm. device and opened a link to Cortadora.

"Sir, I've got movement on the ground. Magic mist is concealing their movements but I saw at least three dozen targets."

"All right, we'll send out a drone to investigate. I just hope you're not seein' things," the gruff voice of Professor Cortadora replied. Brandon watched as a small white shelled drone spiraled down from one of the towers, beeping and buzzing. He patched his PHA's video to the drone's frequency and watched. As the mist cleared away the portals he had seen became visible again. Massive jackal headed beasts were gathering and as Sky watched, what looked like a girl with bat wings and large eyes slashed a sword across the probe, ending its transmission.

"Did you see that sir?" Brandon asked.

"That's affirmative. All right, get to the main armory."

"On it!" Sky raced down the stairs four at a time and dashed through the halls. When he arrived at the armory it was already crowded with heroes grabbing their weapons and gear.

"Hey, catch!" Sky heard just as a bag of gear nearly knocked his of his face. Riven, a smirk on his face, came up beside Sky. "Next time you should get here faster.

"Yeah? You try getting here from the north tower in three minutes," Sky retorted. "So, what are we doing?"

"Cortadora's gathering everyone in the main quad until we know what we're facing."

"Then let's get going."

…

Icy watched as the second wave of Lord Anubis's army transited the portals. It was time to start the attack. Already the Flyers were screeching their impatience. The Jackal Warriors were gathering into their packs and the Bone breakers were simply waiting to receive commands.

"All right, let's get started," Icy said, motioning to the Mage Golems. One of several created by mixing shadow magic with stone from the Under Realm. They were the size of a human and wore blue robes. Together they raised their arms and a blue glow spread though the army, which began levitating into the air. The Witches and Flyers followed. Red Fountain came into view. "Aw, those boys must be so proud of their new campus. Let's show them what we think of it."

"Right behind you!" Stormy replied. The witches saw several fighters emerge from the school and begin firing lasers into the rising ranks of the army. "Let's have some fun!"

…

Michael concentrated as he made another run through the rising wave of dog headed creatures. Some wielded spears which fire bolts of energy, and several had already scratched the paint of his fighter as well as left gouges in the armor. Suddenly what looked like a girl with black skin and bat like wings landed on the cockpit. It screeched and slashed at the armored glass. Michael tried to shake it off, but as he was rolling he felt a shudder and his ship plummeted.

Stormy laughed as she watched the Red Fountain fighter fall. Her fan had cut right through its armor and blasted its engine. Once the ship hit the ground she turned and looked for her next victim.

…

Michael ejected just before hitting the ground. He drew his sword and activated his shield. Something was moving in the mist, and it leapt at him. He stabbed with his sword but the massive creature dodged. Up close he saw the creature had dark brown, mottled skin and was the size of a small bear. It had steel armor over its torso and upper limbs and walked of all fours. It gave a bone shaking roar and lashed out with its tongue. It wrapped around Michael's sword and wrenched it out of his hands. He tried to activate his communicator but it had been damaged in the crash. The beast leapt at him. He raised his shield, but the beast's weight threw him to the ground. The last thing Michael saw was the beast's tongue as it wrapped around his head.

…

Up at Red Fountain, the hordes of Jackal Warriors and Bone Breakers had managed to scale the walls. The boys and teachers were holding them for the moment, but the floating Mage Knights kept bringing more and more enemies up from the ground.

"Come on boys, push 'em back!" Bellowed Cortadora, slicing a snarling Jackal Warrior in half and sending it tumbling over the wall to the ground far below. More came, but a volley from the archers sent them tumbling back. Suddenly a barrage of energy blades swept thought the defenders. Over a dozen boys were hit, some bleeding fiercely.

"Aw, did that hurt?" Stormy asked as she dodged arrows while Icy froze them. "Well it's about to hurt a lot more!" She sent another wave of energy blades into the defenders, allowing Jackal warriors to get onto the wall. Bone Breakers swung their clubs and maces and sent boys flying.

"Fall back to the second line!" Cortadora, cutting through a Bone Breaker's arm.

…

In his office, Saladin was speaking with Ms. Faragonda.

"And they just appeared out of nowhere. The boys are fighting them but I'm not sure how much longer we can hold them. The Witches are here too."

"I see. I'll contact the girls and have them come here and assist you. With their new powers they should be able to help you."

"Thank you. Just send them quickly." When Faragonda vanished, Saladin grabbed his staff and headed toward the fighting. He would fight with his students and delay the enemy force until either they were beaten back or he was.

**So how was that? Will Red Fountain be able to resist Anubis's army? Will the girls arrive in time? And will Red Fountain's piece of the Codex be captured. Find out in the next exiting chapter. See ya all then, and don't forget to review! The Emperor protects.**

**ENTILZA**


	7. Chapter Seven: Dark Siege: Part Two

**Chapter Seven: Dark Siege: Part Two**

Bloom and the girls were gathered in the cafeteria. Layla had finally left her room and joined the Winx girls for lunch. They were all gathered at two of the large window tables. The pixies zipped by overhead with Piff leading them, a cookie in her hands.

"So, I wonder what they're gonna do about this Anubis guy," Layla said.

"Yeah, if he stays with Darker that can only mean more bad news," Bloom replied. Suddenly Griselda rushed into the cafeteria and came over to the girls' table.

"You all have to come with me, right now."

"What's wrong?" Bloom asked. The look on Griselda's face made her worry.

"I'll explain on the way. Now come on!" Griselda said. The girls followed her as she hurried out of the cafeteria, the pixies hurrying after them.

"There's been an attack on Red Fountain," Griselda explained as she hurried through the corridors. "The boys are holding their own for the moment, but they need your help. Your new powers should help you defend the school."

"Do we know anything about the army?" Techna asked.

"Not much, except that they're strong and appear to be led by the Witches." The girls entered Ms. Faragonda's office. Griselda sat at the desk and fiddled with some controls. "I'm going to teleport you directly to Red Fountain, so you'd better transform now."

"Right, let's go girls!" Bloom called. The Winx girls clutched their crystals and felt the power surround them. When they opened their eyes their wings were out and their gems were set into their uniforms. "We're ready."

"Good luck girls," Griselda said before the girls were surrounded by a field of yellow energy and vanished.

…

Sky slashed his sword through another snarling Jackal Warrior, causing it to crumble into dust and vanish. Watching his back, Brandon threw his boomerang and severed the wings of a Flyer, sending tumbling to the ground.

"Man, there's just no end to these things," Brandon said as he caught his flying weapon and blocked a shot of bile from a massive monster that was climbing a wall. An arrow from an archer ricocheted off its chest armor. "And what the hell are those things?"

"No idea, but we could certainly use some help." Suddenly there came a flash of light and a fireball torched the monster's head, sending it squealing to the floor.

"Somebody call for help?" Bloom asked as she hit the beast with more fireballs, reducing it to cinders.

"Good to see you. Most of these guys aren't that tough, but there seems to be an endless wave of them."

"Bloom, those ten floating creatures over there seem to be generating a levitation field," Techna called over, pointing to the ten Mage Golems. Each was surrounded by a large group of Jackal Warriors and Flyers. "If we can destroy them they shouldn't be able to bring any more warriors up from the surface."

"Great. Let's do it!" Bloom replied.

The Mage Golems saw a group of fairies approaching to attack so they clustered together and launched volleys of ice and fireballs.

"Take this!" Stella fired a Sunburst at the closest Mage Golem, but the group turned and a black shield sprang into existence and blocked.

"You cannot defeat us, the Mages whispered, their voices sending a chill up the girls' spines. The Flyers guarding the Mages swept in around the Winx girls, thirty in all.

…

Darcy glided along the inner corridors of Red Fountain, Icy and Stormy right behind her. After taking care of the boys' fighters, Lord Darkar had told the Witches to make their way to one of the inner chambers and retrieve the first piece of the Codex.

"Hey, looks like they're expecting us," Stormy said. In the room just ahead of them seven guards waited. They were armed with arm mounted shields and halberds. They also had cyber eyes, which meant they wouldn't miss when they attacked. "Let's take 'em!"

"Just what I was thinking," Icy replied. "But first, let's cool them off a bit." She pressed her staff to the floor and a wave of ice flashed cross the floor, freezing two of the guards. Then the witches burst through the door.

"Hey boys, get a load of my newest attack. Razor Wind!" A howling gale ripped through the chamber, loaded with millions of needle blasts. The guards were slammed against the all so hard it splintered. Leaving long stains of blood they fell to the floor, barely alive.

"Well that was a pathetic defense," Icy remarked. "Ok, now for the Codex." The next challenge to confront the Witches was a scale that locked the entrance to the Veritosh Chamber. "Hm, what equals the weight of Red Fountain?" Icy read. "I hate riddles."

"Let's just blast it," Stormy said, firing a lightning blast, but the scale reflected her attack and knocked her to the floor. "Ow, that hurt."

"Guess we'll have to solve it. Let's see. These boys are always trying to prove how brave they are, so maybe the sword. No, that would be too easy. Oh, I know. Whenever they have a ceremony they always wear those dorky robes. They think they're so deep." Icy grabbed a wooden man wearing a Red Fountain formal robe and placed it in the scale. It tipped a few times before a section of the floor shifted, revealing a staircase. Icy smiled. That was too easy."

…

Bloom blocked another ice ball attack with her wings and incinerated another Flyer as the Mage Golems continued to launch magical attacks. They appeared to be the only magical beings in the attacking army. Still, they were strong.

"Ah, Rising Sunburst!" Stella cried as he hit one of the Mage Golems with as much power as she could muster. The Golem took the hit in its midsection and came apart, the two halved turning into chunks of black stone that fell to the distant ground. Two Flyers zipped around Stella, both striking at her with strikes from their swords. Stella blocked the first strike with her staff, but the second scored a long, deep gash down her right arm.

"You all right!" Musa asked as she drove the second Flyer into a wall where Electra finished it with a lightning blast.

"I will be," Stella replied. She could feel her power healing her, but it would take time.

Flora finished off another Mage Golem by lacerating it with needles from a cactus plant. "We've almost beaten them." Just as the words left her mouth another Mage Golem hit Flora in the back with a barrage of wind blades, three of which lodged in her back. She let out a small cry and fell to the ground. She didn't get back up.

"Flora!" Bloom screamed. She remembered what had happened the last time Flora had been hurt that badly. This time though, there was no Oricalcos to take her over. Instead Bloom focused her power and created a sword of fire and dove toward Flore. Several Flyers attacked her, but each was cut in half and turned to ash. The other Winx girls fought the remaining four Mage Golems. Bloom landed by Flora and held her, casting a healing spell she'd learned. "You're going to be all right. I promise."

…

Brandon was thrown against a wall by a Bone Breaker and his shield was sent flying. He ducked just as the monster's club tore a column out of the stone. He cut into the beast's side, drawing a spurt of black blood, but it wasn't enough. The Breaker's second punch sent Brandon into a metal railing, his head hitting first. His vision swam and he felt blood leaking down his neck. All around him heroes were being thrown and battered. The Mage Golems had managed to set up several portals on the campus itself, through which poured an endless tide of beasts. He saw Riven take a sword to the gut and fall. Sky was fighting three Jackal Warriors at once and was already bleeding from several gashes.

"Brandon, are you all right?" Professor Saladin asked as he threw a sphere of energy into the Breaker, dissolving it.

"I think so," Brandon answered. His head was pounding, but otherwise he was fine. "I don't think we can hold them much longer.

"I agree. We should prepare to-" Saladin stopped as portal opened high in the air, but this one was different from the others. It was golden and shined with white light. An armored man with golden wings emerged from the portal and cut apart three Flyers with a glowing sword. He spoke a spell and the enemy portals closed.

"Who is that?" Brandon asked.

"I'm not sure, but I'm guessing he's on our side," Saladin answered. Overhead the new arrival flew across the battlefield, driving back groups of beasts and rallying the boys. The tide of battle began to turn.

…

The Witches emerged from the lower levels of the school and saw the army being demolished by an armored warrior with gold wings.

"Looks like we're needed," Icy smiled. "Let's go!"

"NO!" Came the voice of Lord Darkar as his shadow appeared on a nearby wall. "We have what we need. Come back for now."

"But we can take him!" Stormy said, her grip tightening on her weapon.

"Come back now. That's an order," Darkar said, and his image vanished.

"We're not just gonna run are we?" Stormy asked.

"No choice. You know what'll happen if we don't," Icy growled. With a glare that could melt steel Stormy nodded. Darcy just sighed. The Witches closed their eyes and vanished in a purple haze.

…

The last Mage Golem was cleaved in half by the winged warrior, and the tide of beasts was stopped. The remaining beasts were taken down and the school secured.

The Winx girls gathered in front of the armored warrior along with Saladin and Cortadora. The man removed his helmet, revealing a dignified face with short black hair and deep blue eyes.

"Thank you for your help," Saladin said, shaking the man's hand.

"You're welcome. I'm only sorry I couldn't get here sooner. My name is Avalon, and I am a paladin. I was on my way to Alfia when I learned of the attack. With your permission Professor, I will assist you with your wounded."

"Of course, and thank you again."

As Avalon walked off he glanced at the girls. "I'm very impressed with your powers young ladies. I'm going to be teaching a master workshop class at Alfia, and I would like for you all to participate. If you'd like that is."

"Of course," the girls replied. Love was evident in their eyes. Avalon smiled and walked off.

…

Icy slammed the Codex piece onto a table to hard it bruised her hand. "Why did you make us retreat! We could have taken that Paladin guy!"

"It was necessary," Darkar replied. "Now my agent is inside Alfia. That will make finding their piece of the Codex much easier, and as an added bonus the Dragon Fire will soon be added to our arsenal."

"Indeed," replied Anubis. "And with that power my deadliest creatures will be able to cross over. Once my true army is assembled, no force in all the realms will be able to stop us!"

**So how was that? So Avalon is now at Alfia. Will he be able to capture Bloom, and will the army of the Shadow Realm cross over? And will the other pieces of the Codex be captured? Keep reading and find out. Well, see you all in the next exciting chapter, and don't forget to review! The Emperor protects.**

**ENTILZA**


	8. Chapter Eight: Experiments

**Chapter Eight: Experiments**

Flora smiled as she came out of the nurse's office and Bloom enveloped her in a hug. "Thanks for helping me bloom."

"You're our friend, we'll always be there for you," Bloom replied as the other Winx girls gathered around. "So, you hungry?" In response Flora's stomach let out a growl and she blushed. Bloom smiled. "Come on."

"So how are you feeling?" Layla asked.

"All right. My back still hurts a bit, but the nurse said it should go away in a few days."

"Glad to hear it. Hey, you wanna go into town and see a movie later?" Stella asked. "Considering what we've been through we deserve a break."

"Sounds good," Flora replied as the girls entered the cafeteria."

…

"I've spoken to the Magix Council and they've agreed to make plans for a special convention from several realms to discuss the threat of Lord Darker and Anubis," Professor Saladin said. His image flickered briefly, as the damage to Red Fountain was still being repaired.

"That's good news," Ms. Faragonda replied. "I hope we'll be able to find out more about this Anubis character soon. I've gone through all the books on dark forces I know and found no mention of him."

"There is the possibility that he's from the same realm as the Seal of Oricalcos," Saladin proposed.

"If that is the case then we should attempt to contact the Dominion of the Beasts, though after they left they didn't give us any way to contact them."

"Do what you can. They could be a great help to us."

"I'll do what I can. How are your boys faring?"

"Only a few are still in any danger, but I'm confident they'll pull through. I'll contact you again soon." After Saladin vanished Faragonda returned to the library, hoping to find some answers in the sea of books.

…

Avalon stared at the sample of Flora's power in his hand. He had taken it when he had helped heal her injuries at Red Fountain. "Interesting, very interesting. So, you have a bit of dark energy in you Flora. This will prove useful." He reached into his bag and withdrew a vial of red liquid. He stuck it in his pocket and headed out into the hallway. He made his way to the cafeteria where he quickly found Flora sitting with several of her friends, including Bloom.

"Oh, hello Professor Avalon," Bloom said. "What brings you here?"

"Oh, I just wanted to stop by and see how Flora was doing," he said, smiling. Flora blushed a bit and looked away. "I brought something that should help take away any pain you may still be feeling," Avalon said, drawing the vial from his pocket. "It's from a realm I taught at a few years ago. It should help you feel back to normal in just a few hours. That is if you're willing to try it. I can assure you there are no unpleasant side effects."

"All right, thank you," Flora replied. Avalon opened the vial and poured a small amount into Flora's juice. She took a drink and smiled. "I feel better already."

"I'm glad. Well I really must get back to grading today's tests. I wouldn't want any of you to fall behind. I'll see all of you in class tomorrow."

After Avalon was gone Flora turned to Bloom. "That was nice of Professor Avalon to help me."

"You know, that might be a sign he likes you Flora," Stella grinned, causing Flora's face to turn bright red. "And from the look on your face you're thinking the same thing."

Flora's blush deepened. "What are you saying? I'm not in love with Avalon, seriously!"

"It's ok to admit when you're in love. It makes you feel much better," Amore said. Flora shook her head. "I think she's embarrassed."

"Hey, all of us think Avalon's a real hunk," Stella said. "I can help you if you want."

"I think your help's the last thing she needs right now," Musa joked.

"And just what is that supposed to mean?" The other girls started laughing.

…

Down in the Under Realm, the Witches and Anubis were training. Stormy fired a blast of wind shards at him, which he blocked with a veil of shadow magic. Icy took the opportunity to slip behind him and almost tag his back with her staff, but at the last second he turned and caught Icy's wrist, throwing her over his shoulder and sending her crashing into Darcy. "Your skills are improving, but you still have a long way to go."

"One of these days we're gonna beat you," Icy promised.

"If that day ever comes, I will be indeed surprised," Anubis replied. "Now then, would you care to try again?" The witches smiled and leapt at him for the fifth time that day.

…

In his throne room Lord Darker was busy creating new ways to enhance his monsters. Though Anubis's creatures were extremely powerful, they were ultimately loyal to him.

"But soon the most powerful beasts in existence will bow to me." He added another few ingredients, including a few drops of blood from the claws of a Flyer and an Under Realm black diamond, and the mass of dark energy before him began to take shape. Finally the creature was complete. It resembled a fairy, but two things stood out. The first were the pair of horns growing from her forehead, and the second were the claws extending from her fingertips, and from between its shoulders sprouted two massive black feathered wings.

"Excellent, the first of my new army is finished. Soon I will have an army powerful enough I won't need that fool Anubis anymore. Kyborg!" Anubis's faithful pet came screeching into the room and landed on Darker's wrist. "Bring me more black diamonds, and make sure Anubis stays away from the mine." Kyborg took off, quickly vanishing into a small tunnel. "Soon the Codex will by mine, and with it the ultimate power! Nothing will be able to stop me!"

**So, Anubis is creating a new army and Avalon has something planned for Flora, but what? Keep reading and find out. Well, see you all in the next chapter, and don't forget to review! The Emperor protects.**

**ENTILZA**


	9. Chapter Nine: Dark Dreams

**Chapter Nine: Dark Dreams**

Flora tossed and turned in her sleep. She found herself running through a field of dead flowers, with a fire following on her heels. She tried to transform but her magic didn't work. The heat was becoming painful. "Someone, help me!" She cried out. Suddenly she felt strong hands grasp her under her arms and pull her into the air just as the fire passed under her. "Thank you or saving me," she said, looking up and seeing Professor Avalon. He looked down at her and smiled.

"You're welcome. I couldn't let you perish down there. You're a very special girl Flora, and you have great power." He landed atop of a large rock spire which overlooked the burning field.

"I have to save those plants. Can you help me?" Flora asked.

"If you want, but do you?" Avalon questioned.

"What do you mean? Of course I want to help them; I come from a realm of nature!"

"But have you ever felt the death of something? During the Oricalcos crisis you were in the hospital, so you never got to use your powers."

"And I'm glad of that. With what Bloom and the others did under its control I can't imagine what I would have been capable of."

Avalon flicked his hand and a rose colored flower flew into his palm. "Take this flower and feel its life force." Flora grasped the flower and closed her eyes. She could feel the power of nature in the pedals and the stem. It was like feeling the sun inside her body. "Good, now bring the sunlight inside you, concentrate." Flora was unsure, but then Avalon held her hand and her doubts eased. She drew more of the flower's light within her, and a sudden jolt of pleasure ran through her body. When she opened her eyes the flower was dead and shriveled. She dropped it with a jerk.

"What did I just do!" Flora asked. Avalon smiled.

"You've taken the first step." Suddenly the fire reared up around the rock, taking the shape of a dragon. It lunged at Flora, who woke up with a cry. She was drenched in sweat and shivering.

"You Flo, you ok?" Musa asked as she came in. Flora nodded.

"Yeah, I just had, well at least partly a bad dream."

"How was it only partly bad?"

"Well, Avalon rescued me from a fire, but then he told me to take the life force from a flower, and I accidentally did. And the worst part was that it felt good." Flora looked like she was close to crying to Musa took her hand.

"Hey, it was only a dream. I've had a few funky dreams myself, so don't worry about it. We can't really control what happens in our dreams, plus I know you could never do something like that," Musa said. Flora smiled.

"Thanks Musa. I think I can get back to sleep now."

"No prob," Musa replied as she walked out.

Flora drew the sheets back over herself and tried to get to sleep. She did her best to forget about the flower and concentrate on the feeling of Avalon carrying her into the sky.

…

Professor Avalon withdrew his hand from the magical mirror, bringing with it a dried up flower. His potion was already starting to work on Flora, allowing him to invade her dreams and influence her a bit. It was only a matter of time until Lord Darker would posses the dark power which slept within Flora, and he would reward Avalon greatly for his work.

"Now, to begin my work on Bloom," Avalon said, picking up several vials of different colored liquids and powders and pouring them into a bowl. "Soon the forces of darkness will finally have their day."

…

The Winx girls met as usual for breakfast in the cafeteria. Flora though, was just picking at her food.

"Hey Flora, you're not eating," Layla observed.

"She had a bad dream last night and I guess it's still buggin' her," Musa said. "She took the life out of a plant."

"Hey, we all have bad dreams. I've had some that left me shaking for days. You've just got to accept the dreams show us things that are totally impossible. I had a dream once where I was dancing with a friend and suddenly she turned to dust and everything started to turn black and evil. The real bad thing was I was doing it. I didn't know how, but I was the cause. That just goes to show you Flora that you can't see your dreams as things that can really happen."

"I know that," Flora replied. "But I can't get the feeling out of my mind."

"It'll pass Flora. Most nightmares only stay in your head for a few days, if that. Now come on, you need to eat if you're going to get through classes today," Bloom said. Flora nodded. She could feel the friendship of the Winx Club around her, and it helped her put the nightmare into the back of her mind.

After breakfast, Laura caught up with Flora in the hall. "Flora, if you'd like I can help you get rid of your nightmare. As you know I am gifted with the ability to initiate a Soul Fusion with others. We could get together later and take a journey into your mind to find the source of your nightmare."

"That sounds great, thank you Laura," Flora said.

"Of course. That's what friends are for." The two girls smiled to each other and walked off toward their first classes.

…

Lord Darker watched proudly as his Demon Fairies sparred with each other. "I guess I was wrong when I thought anything related to fairies was useless," he said as one Demon Fairy severed the wing of another with a slash of her claws. They were all wearing armor forged from metal mined below Shadowhaunt. So far he had created twenty-seven Demon Fairies. They would form the core of his new army, but for now he still had to focus on the leader for his army. Her body was complete: six feet tall, long black hair and tan skin. Her closed eyes would be pure black when they opened. All that was needed to complete her was the power of the Dragon Fire, and if his servant Avalon was right, the Oricalcos within Flora. Soon, the forces of light wouldn't stand a chance, and neither would Anubis.

**So, Anubis is forging his own army and Avalon is corrupting Flora. Will she be taken over to the side of darkness? And will Avalon also succeed in corrupting Bloom? Keep reading and find out. See ya all in the next chapter, and don't forget to review! The Emperor protects.**

**ENTILA**


	10. Chapter Ten: Promises of Darkness

**Chapter Ten: Promises of Darkness**

Classes had ended for the day, and the halls began to fill with fairies heading back to their dorms or outside. Flora found Laura as she was leaving her divination class. She smiled when she saw Flora. "Hello, were you waiting long?"

"No, I just got here," Flora replied, returning the smile. "How was your class?"

"All right; my teacher says I'm making great progress. So, are you ready?"

"I'm ready," Flora replied.

"Then come on." Laura took her friend's hand and led her to a dorm not far from Bloom and Stella's. Inside the floor was covered by a silver carpet and light blue wallpaper. A table and chairs occupied one corner on the room near the bed, and a prayer mat with the different phases of the moon sat in the center. What really drew Flora's eye though, was when Laura closed the blinds and the ceiling became a night sky, with a moon slowly making its way across.

"Wow!" Flora exclaimed. "That's incredible."

"Thanks, it took a lot of work to get the ceiling spell right," Laura said, taking a seat on the mat. "Come on, have a seat."

"What am I supposed to do?" Flora asked as she took a seat in front of Laura.

"First, close your eyes, then try to empty your mind of idle thoughts. Concentrate only on your dream," Laura urged. She watched Flora close her eyes and slow her breathing. She grasped Flora's hands in her own and began chanting in a language Flora had never heard before. Soon both girls could hear each others thoughts. Musa was astonished at the order in Laura's mind. She felt as though she was in a library with a cool breeze gently flowing through it. "It comes from meditation," Laura explained.

"I see. Could you teach me sometime?" Flora asked.

"Sure, but for now let's get started." Flora found herself standing beside Laura on a hill overlooking a green meadow. She sky overhead was a sparkling blue. "This is the beginning of your dream I believe, part you didn't remember before," Laura said.

"This is definitely the sort of dream I'd have," Flora replied. Then suddenly she felt a cold wave of air pass over and the flowers and grass in the meadow wilted and died, as if the wind had been poison. A ball of fire streaked down from the sky and struck a tree, exploding it and sending flaming leaves and wood chips out to spread the conflagration.

A moment later Flora saw herself running down a low hill, the fire following her. "This is where I remembered the dream starting," she said.

"Yes, something is very wrong here. I can sense it," Laura said, her eyes searching the sky through the smoke. There! A small black portal, hiding in a column of smoke. "That portal's causing it!"

…

Avalon was in the middle of class, reading through is students reports on the Oricalcos War while they read from their textbooks when he suddenly felt a shiver run up his spine. Someone was entering Flora's mind, and they were close to discovering his tampering.

"Please excuse me class. There's something I just remembered I have to do. I won't be long," he said as he quietly left the room, breaking into a jog as he made it to his chamber. He took the shadow mirror given to him by Lord Darkar and activated it with a spell. He saw Flora and another fairy he didn't know, but he could sense the second fairy's power of perception was strong.

"Well, I'll just have to take care of you," Avalon smiled. He gathered just enough dark energy that he wouldn't be detected and sent it into the mirror.

…

Laura touched the dark portal with her mind and physically recoiled from the evil she felt. It was the soul of something once pure but now corrupted. She was about to delve deeper when a bolt of black energy erupted from the portal and struck just below her neck, sending her plummeting towards the ground.

"Laura!" Flora cried out when her friend was struck. She raced toward her, the nature fairy barely making it in time. The impact of Laura knocked Flora onto her back. "Are you all right?"

"Yes," Laura replied weakly. "But I think we should get out of here." She concentrated and the burning meadow vanished, replaced for a brief moment by a silver mist and stars twinkling in the background, then both girls were back in Laura's room. The Moon fairy placed a hand on her head and groaned.

"Are you all right?" Flora asked. Laura nodded.

"I'm fine, just a headache. Something was definitely in there with us. All I could sense was that it had once been pure and good, but dark magic had completely corrupted it."

"Well, I promised to meet Bloom and Stella in a few minutes," Flora said, looking at the time. "Are you going to be all right?"

"Yeah, I had much worse during by early training," the blue haired fairy replied. "I'll see you later Flora."

"Ok, I hope you feel better soon," Flora replied as she hurried off.

After Flora was gone, Laura collapsed to the floor. In truth the dark energy bolt had done more damage than she'd let on. Her skin burned from where it had struck her. She pulled her top down just enough that she could see the burned skin. It was still filled with dark energy. "This will take some time," she said to herself. She crossed her legs and placed her hands on her knees. She lowered her head slightly and began reciting a healing spell from her realm. It was slow acting but could neutralize even the most potent dark magic. A silver light surrounded Laura as she levitated a foot into the air. She was glad classes were over, because she knew that whatever had been within the black portal in Flora's mind was also very close, near the school if not already inside it. She would have to be very careful, for it had sensed her and knew who she was.

…

Darkar called his witches to the throne room, where several of his demon fairies hovered around him.

"You called LD," Icy said as she and the other witches entered the room. Her eyes spotted the demon fairies. Their black feathered wings and the short horns growing from their foreheads drew a smile from Stormy.

"Hey, so who are these girls?" Stormy asked.

"They are my newest creation; fairies spawned from the dark magic of Shadowhaunt. I want you to take them with you to Cloud Tower. There you will steal the second piece of the Codex."

Icy smiled. She'd been waiting to get revenge on Griffin for expelling the Trix sisters. Now she had her chance. "It'd be a pleasure," she said, her smile broadening.

"Once you have the Codex feel free to have some fun," Darkar said. "I think you've earned it."

"Done and done," Icy replied. "Come on girls, let's do it." Six of the demon fairies clustered around each of the witches, who then vanished in a flash of purple energy.

"It won't be long now," Darker gloated. "Once I have the Codex, the Ultimate Power will be mine, and that fool Anubis will bow down to ME! HAHAHAHAHAHA!"

…

While the witches were receiving their sendoff from Darkar, Anubis was creating the latest division of his army, which now numbered in the thousands. Darkar of course, only new of the few hundred he'd placed around his small fortress, which extended much further underground than Darkar knew.

"Soon," Anubis vowed "my army will be strong enough to take control of this realm from Darkar. Once that fool is out of the way, I can use the Shadow Fire to open my doorway to the Shadow Realm and bring forth my true army." The army Anubis had commanded in ancient times had been nearly unstoppable. Only the Egyptian gods and the guardian dragons had allowed the Dominion of the Beasts to defeat him. But now, with the power of the Shadow Fire and the Dragon Fire, nothing would stop him from dominating all three dimensions.

**So, how was that? The action will start to heat up in the next few chapters. See ya all soon, and don't forget to review!**

**ENTILZA**


	11. Chapter Eleven: Dark Designs

**Chapter Eleven: Dark Designs**

Laura was the last to walk into Professor Griffin's master combat class. She had been up late healing her injury from Flora's dream. Mr. Griffin glanced at her as she came in, a slight scowl of her face. "You're late."

"I apologize Mam," Laura replied. "I overslept."

"Just take your seat." Laura hurried to obey. As she took her seat beside Flora the nature fairy turned to her. The two exchanged glanced which told them Laura had been hurt but was fine and that Flora felt bad. Laura smiled and Flora soon followed.

"Now then," Ms. Griffin announced. "Today we will hold combat practice outside. Whoever manages to hit me will be given extra credit." Electra smiled at the last part, and Grizelda saw it. "Double extra credit if YOU can hit me Ms. Electra."

"You're on Ms. G," the lightning fairy replied.

…

Bloom and Stella were on the ground, and Flora and Musa were nearly ready to join them. "Rising Sunburst!" Stella called, firing her strongest blast at Grizelda.

"Sun Block." A yellow barrier appeared around the professor and absorbed Stella's attack. "You can't win that easily."

"How did she get so good?" Musa asked as she circled around and fired a sonic blast.

"When I was at Alfea I took ALL the battle classes," Grizelda replied as she diffused Musa's attack.

Electra was moving in for her shot when Rebecca tugged at her arm. "Wait," the Dark fairy said. "I have a plan." She whispered in Electra's ear and the lighting fairy smiled. "Ready?"

"Ready."

"Shadow Sphere," Rebecca whispered, extending her hands and creating a sphere of complete darkness around Grizelda. "Now, while she's blind!"

"Thunder Lance!" Electra called as she released a massive bolt of electric energy into Grizelda's bubble. She professor, having been numbed by the intense cold in the Shadow Sphere, flew out and hit the nearby wall hard. "I did it! I earned double extra credit!"

"Very good teamwork," Grizelda grudgingly admitted. "That is one of the things you all should learn," she said to the class. "That's it for today. Bloom, I'd like you and your friends to accompany me to Ms. Faragonda's office. She has something she'd like to discuss with you."

"Sure, ok," Bloom replied. "Come on girls."

"We sure did good together," Electra boasted to Rebecca. "We should work on some combination attacks for our term project."

"Sounds good to me," Rebecca replied. They debated on their project until they made it to Faragonda's office where she was just ending a talk with Ms. Griffin.

"Come in girls," the Headmistress of Alfea called. "I've just arranged with Ms. Griffin for you girls to take classes at Clod Tower."

"Classed at Cloud Tower?" Flora asked. "Why would you want us to do that?"

"Because, with Lord Darker and Anubis growing more powerful, Ms. Griffin and I both feel that you girls could benefit from learning spells and abilities outside of the Alfea curriculum. It would only be for a week, however if you don't wish to go I won't force you."

"We can handle it," Rebecca said, stepping forward. "After all, we're the Winx Club! There's nothing we can't do! Am I right girls?"

"Yeah, we can do it!" Electra replied.

"I'm up for it," Stella added. "Those witches could use some fashion advice."

"Not sure about that, but I think we'll do it," Bloom added.

"I'm glad. You'll leave tomorrow, so I suggest you go and pack your things," Ms. Faragonda suggested.

…

"So, what kinda stuff do you think we'll be learning at Cloud Tower?" Stella asked.

"Probably dark spells and ways to make people suffer," Rebecca replied. "I wonder what they'll think of me. I mean, people here didn't like me because I'm a fairy who looks like a witch. Will the witches think the same thing?"

"Don't worry Rebecca," Bloom said, hoping to reassure her friend. "We'll be there with you."

"I know. Hey, I've been working on something with my wings. Wanna see?"

"Sure, what is it?"

"Just a little something to make me look less mismatched," Rebecca replied. She transformed and floated up a few feet. She started chanting a spell and slowly her wings turned from snow white to jet black, and the white on her uniform switched to bright red. "So, what do you think?" She smiled.

"I think you kinda bring back some bad memories," Musa replied. Rebecca's smile faded. "But hey, whatever you think looks cool's fine with me!" She apologized.

"I know I'm not like the rest of you," Rebecca admitted. "I've always been an outsider, never belonging anywhere. Then I met you girls, and for the first time I had friends."

"And we'll always be your friends," Bloom said. "If you want black wings, it's fine with me."

"Me to, sorry about what I said," Musa added.

"Thanks," Rebecca replied. "Now, who's up for a little game of truth or dare before we turn in?" Naturally every hand in the room went up.

…

The next morning the Winx girls were packed and ready to go. Ms. Faragonda was at the shuttle stop to see them off. "Now be careful girls. Some of the witches may not take kindly to your presence at Cloud Tower, and Ms. Griffin won't be there for you all the time."

"We can take care of ourselves," Bloom replied.

"I know, but something tells me your stay at Cloud Tower will be anything but uneventful."

"I know, my fashion advice will be desperately needed," Stella boasted.

"I think they'd rather try out THEIR stuff on you," Rebecca replied. "Not that you'd look bad." That brought a laugh from the rest of the girls.

"Gross," Stella replied. The shuttle appeared down the road, swiftly coming to a stop beside the school gates. "Wish us luck Ms. F."

"God luck girls," Faragonda said as the girls climbed aboard. As the shuttle pulled away Grizelda joined the Headmistress. "I hope they're going to be all right. Lord Darkar and Anubis could go after Cloud Tower's piece of the Codex next you know."

"Then I'm sure our girls will acquit themselves well."

"But what if Darker comes here instead?" Grizelda asked.

"I don't think he will. If Icy and the other Trix witches are indeed acting as his commanders, he will likely reward them after their theft of the Codex from Red Fountain. Now tell me, where would you strike if you were them?"

"I see what you mean. Well, I have tests to grade. I'll see you later for our usual lunch."

"Of course," Ms. Faragonda replied. "I'll see you later."

…

Avalon smiled as his potion reached its final stage. "Yes, soon Flora will belong to me, and through her Bloom. But first…" Avalon was worried about the Moon fairy Laura. She had the potential to disrupt his plans. He would have to deal with her. "And you will help me Flora," he smiled. Flora would allow him to invade Laura's dreams and from there destroy her mind. He had done it several times before, and each time had been extremely pleasurable.

The potion bubbled violently for a few seconds, then turned a deep amber. Taking a small vial, Avalon poured a small amount onto the surface of his shadow mirror. It would take a few hours to establish the link without being detected, and even then would only work while both Flora and Laura were sleeping. Still, when the time came Avalon would savor the essence of Laura's mind as he tore it apart.

**Sorry for the long wait, I've been pretty busy. The next chapter will probably be a lot longer and will reveal one of Laura's deepest secrets. See ya all then. The Emperor protects.**

**ENTILZA**


	12. Chapter 12: New Challanges

**Chapter Twelve: New Challenges**

The bus dropped the Winx girls off at the edge of the forest which surrounded Cloud Tower before speeding off in a flurry of dust.

"Oh, I just did my hair!" Stella complained as the dust settled on her, slightly dulling the shining yellow locks she had spent several hours working on.

"Come on," Bloom sighed as she hefted her suitcase up on its rear wheels and started up the long, winding path to Cloud Tower. The stone causeway was only about twice as wide as the Winx girls and seemed to tremble slightly when their feet hit its surface.

"I feel that this place doesn't like us very much," Laura remarked as her sensitive mind picked up the dark energy pouring from within the witch school rising ahead of them. Its' spires glinted darkly in the pale light, and storm clouds rumbled incessantly in the sky above them. Freezing rain began to drizzle down on the girls, getting heavier the closer they got to the school.

"Maybe I can do a sun spell to lighten things up," Stella offered, starting to gather her Winx, but stopped when Rebecca grabbed her hand.

"You shouldn't," the shadow fairy advised as she spotted several distant figures on one of the castle's parapets. "They're probably trying to get us to use our magic so then can use theirs on us, but I doubt they'll try anything pleasant. Besides, a little rain never hurt anyone," she smiled.

"Tell that to my hair, it's ruined!" Stella despaired, running her fingers through her soaked strands.

"I'll help you with in once we get inside," Flare offered.

"Me too!" Electra chimed in with a smirk.

"Ung-uh! No way; the last time I let the two of you mess with my hair I had frizzies for an entire week!" Stella replied, the very memory of her precious hair standing up like an enormous bush causing her to clutch her by now soaking hair protectively in her hands.

"Looks like we've got a little welcoming committee," Ariel commented, enjoying the rain as it fell over her. Her deep blue sweater and pants, made in her home realm, rolled the water off and let it trickle down to the ground. It was a bit colder than she was used to, but water was her element. She considered praising the witches who had made the rain, but knew her fellow fairies likely wouldn't appreciate it.

"Yeah, looks like they sent some teachers to show us around," Electra replied as she spotted two tall women waiting for the girls at the castle's large main gate. Both wore long black robes, with hoods pulled up against the rain.

"Welcome to Cloud tower," the first woman greeted. "I'm Professor Ediltrude."

"And I'm Professor Zarathustra," the second Cloud Tower teacher spoke, her mouth twisted into a slight sneer. "Follow us; we'll take you to the Headmistress."

"Lovely weather isn't it?" Ariel asked, waiting to see how the teachers would react.

"Hmph!" Professor Zarathustra replied.

As the Winx girls were led through the darkened corridors of Cloud Tower they passed groups of witches who glared at them and whispered things the fairies were glad they couldn't hear. "I get the distinct impression we're not very welcome here," Stella remarked quietly to Electra.

"Gee, whatever gave you that idea?" The lightning fairy replied sarcastically.

"Think they'll try something soon?" Flare asked a bit eagerly as she came up behind her two friends.

"I don't doubt it," Techna replied. "So we'd best be on our guard," she added as the girls passed under a pair of very large stone gargoyles which seemed to glare at them with contempt as the fairies violated their domain. Between them a pair of large grey doors creaked open, revealing a spacious room dominated by an obsidian desk with a large chair behind. In that chair sat the headmistress of Cloud Tower, Mr. Griffin. A frown creased her features, but Laura saw she was doing her best to hide her displeasure at having to take fairies at her school.

"Welcome to cloud tower," the Headmistress greeted. "It's been some time since I've seen you girls, and I see you have several new faces. Now normally I would never even think of allowing fairy students in Cloud Tower, but with the recent attacks by Anubis and Lord Darker Mr. Faragonda has convinced me it will be of benefit to both our schools."

"We promise to do our best," Serina replied cheerfully.

"I certainly hope so," Ms. Griffin replied, a smile creeping across her lips. "We aren't as forgiving of failure here as you're used to at Alfea."

"We won't fail," Rebecca promised, staring right at the Cloud Tower Headmistress. The two locked eyes for several long moments before Ms. Griffin closed her eyes and lowered her head slightly.

"You'd better not. Now then, the lunch period is about to begin. I suggest you all get something to eat. You'll need your strength for classes later," Griffin said as she wondered how long the Alfea fairies would last in the dark and sometimes dangerous environment of Cloud Tower.

"Thanks for the suggestion," Bloom replied. "Let's go girls." As she walked out of Ms. Griffin's office Bloom couldn't help but feel a sense of relief. There was something about the witch that just set her on edge. She could tell from the postures of her friends that they felt the same way.

"Man, ten minutes in this school and I already don't like it," Stella complained. She could feel her sun power already beginning to weaken slightly from the darkness in the school around them.

Stella had apparently spoken a bit too loud, because her eyes swiftly focused on a pair of witched stalking over looking none to happy. "Uh, sorry about that," she apologized.

"You know it's bed enough we're stuck with you fairies for an entire week, but now you go around insulting our school?!" The first witch asked. She was a hair taller than Stella, with long black fair that cascaded down to the middle of her back, but it was her eyes that drew attention. They were bright crimson and seemed to glow a bit as she got in Stella's face.

"Yeah, you fairies almost destroyed the entire realm with your little stunt last year!" The second witch added. She was a bit shorter than her friend, with short purple hair which matched her top. Her hands came to rest on her hips as she took an obviously supporting role.

"That's enou-" Bloom started before she was gently pushed aside as Rebecca stepped up to the two witches.

"You two should mind your own business," Rebecca said, staring at the first witch with her best glare. "My friend didn't mean any insult to Cloud Tower or its' students. We were just heading to the lunch hall. If you wanna fight, then I'll be more than happy to take you on."

"If you fight her, you fight me too!" Flare added as she stepped up beside Laura. By now a small crowd had gathered around the four girls. "So, whadya say? Wanna go at it right here?" She challenged.

"Humph, you've got guts, I'll say that," the taller of the witches replied. "I don't need detention today, but you better believe we'll settle this later," she added as she poked a finger into Rebecca's chest. "Let's go Mercreti!"

"Right behind you!" The lavender haired witch replied. As she hurried off to join her friend she kept her gaze on Rebecca and Flare for a few seconds before turning away.

With the show over for the moment the other witches went back to whatever they had been doing as the Winx girls continued on to the lunch hall. The gargoyle mural doors opened with the screech of metal which seemed so common in Cloud Tower. Inside the Winx girls saw a wide court with rising tiers filled with tables. Dozens of witches were already seated and eating, and more than a few looked up with contempt at the dozen fairies crowding their space.

The fairies quickly made their way over to a long self-serve station filled with dozens of different dishes, some of which made the Winx girls struggle not to gag. Most of the girls filled their plates with the few things they could recognize: meat, carrots and some rice. Flora piled hers with a slightly too-green salad, but they all gasped when Rebecca started her food run.

"Ack! Rebecca what did you take?" Bloom asked as Rebecca placed a slice of black meat, a lump of mud-like mashed potatoes and some slightly shriveled vegetables in black sauce on her plate.

"Looks like somethin' outta the trash," Musa added as she fought down a surge in her throat.

"It's an experiment. Now Stella, act like you're angry with me, but do it so none of the witches can hear what you're saying ok?" Rebecca asked, the plan in her head unfolding quickly. If it worked things would likely get a bit better for the girls.

"What?" Stella asked in a confused tone.

"Trust me," Rebecca urged. "Now make with the angry," she added, poking a finger into Stella's chest, pleased to see several witches start looking over.

"Ok, if that's what you want!" Stella replied, raising her voice just enough so that the tone carried across the room but most of the words were faded. "Why don't you just go and eat at a table by yourself!"

"I think I will!" Rebecca shot back, this time allowing her voice to carry. As she stalked away she sent the girls a tiny wink that only they would be able to catch. "Now we see what happens," she smiled. She took a seat near the back of the room, where the low light nearly made her black pants and T disappear. As she dug into her food, which turned out to be a lot tastier than it looked, she felt two shadows loom over her. Glancing up she saw the two witches she had talked down in the hall outside. "Can I help you?" She asked with a slight growl.

"Just thought we'd drop by and say how pathetic it looked for one of the only fairies ever admitted to Cloud Tower, however temporarily, to argue with her friends in front of the entire school," the witch Rebecca recognized as Mercreti sneered.

"What, you never heard of a friendly spat?" Rebecca asked in reply, waiting to see where she could steer this conversation. "Besides, I'm different from them."

"That much in obvious," Mercreti replied as her friend simply took a step back and let her companion take charge of the verbal assault.

"Yeah, you look more like you're from this school," Mercreti's taller friend added, idly running a hand through her ebony locks. "Not that I mean that in any good way, but at least you have a better taste in food from your friends."

"Why are we still talking to her?" Mercreti asked.

"You're welcome to join me if you want," Rebecca offered. "I've never talked to a witch outside of a fight before ya know."

"You've fought witches before? Anyone we know?" Mercreti asked, slightly intrigued by the thought of a fairy able to stand her own in a fight. Most of the fairies she'd met, which she admitted wasn't many, had all been pushovers, and a few even whiny brats to top it off.

"Not sure; most of them were on the ground before they could tell me their names," Rebecca replied with a smile.

"Hmph, ok you've got my attention. What can you do?" The black haired witch asked with a smirk. She doubted anything worthwhile.

"Well this for one," Rebecca smirked back as she sank into the shadow of her chair and reappeared a moment later behind the two slightly shocked witches. "BOOO!" She hissed, causing both witches to jump. "That's my most basic trick. Wanna see more?"

"Never seen a fairy able to do that," Mercreti admitted.

"Yeah well, I doubt you've met many fairies from the Phantom Realm," Rebecca replied.

"You're from the Phantom Realm?" Mercreti's fellow witch asked with a bit of disbelief in her tone. She'd heard of the Phantom Realm of course. It was rumored to be a realm where light and dark magic intertwined. Very few had ever been there, and most didn't talk about most of what they had seen.

"Yeah, didn't you wonder why an Alfea fairy would dress like this?" Rebecca asked, smiling to herself as she knew she'd hooked the witches. She hadn't been lying when she'd said she had never talked to one outside of a fight. "I've never really belonged anywhere. Most of the people in my realm never leave. Hell, I'm the first fairy from Phantom to attend Alfea I think! And it seems I'm interesting enough for the two of you to join me for lunch," she smirked as the two witches realized suddenly that they were close to sitting down at Rebecca's table.

"Nice try, but even if you are from Phantom, I still wouldn't be caught dead sitting with a fairy. See ya loser! Oh, by the way, the name's Seripha," the black haired witch said as she and Mercreti sauntered away.

"Oh well, at least I got a name out of them. That's a start I suppose," Rebecca thought as she watched her two newest acquaintances exit the hall. Turning back to her food she thought, Man this looks a lot like the stuff they served at my old school."

…

"Well that was certainly the most awkward meal I ever ate," Stella complained as the Winx girls were led by a giant floating eye to deposit their bags before their first class at Cloud Tower.

"I found it productive," Rebecca replied, adjusting the strap of her duffle so it rode more comfortably on her shoulder.

"Uh yeah, I didn't really notice; I was too busy trying to ignore the food you were eating," Stella countered. "I mean come on, do you have any idea what was in that stuff?"

"It tasted a lot better than it looked," Rebecca said. "And besides, I've eaten worse back in my realm." That was true. Some of the food in Rebecca's realm still brought the taste of bile to the back of her throat.

"I saw you talking to two witches," Techna pointed out. "Did you learn anything interesting from them?"

"Just their names, and that they'd rather die than sit with me," Rebecca answered. "But I'm confident I can bring them around. I am after all the closest fairy here to their level."

"Are you saying you wanna try and make friends with those girls," Flare asked accusingly.

"Yeah, if they want. You girls all know I like to make friends, and because of the nature of my realm I don't really have the dislike of witches you all do. I explained this before remember?"

"I remember," Bloom replied. Back during the Oricalcos fiasco Rebecca had told her newfound friends about the unique nature of her realm. "And now that you're here at Cloud tower…"

"I want to try and make friends here, explore both sides of myself. I hope you understand," Rebecca said. She knew that a part of her felt at home here at Cloud Tower, but her friends meant everything to her. It had always been difficult for her to make friends because of the nature of her powers and her heritage.

"Of course we do," Ariel replied. "We're your friends; we'll be with you no matter what."

"Thanks girls," Rebecca said. Suddenly she felt something poking her from the pocket of her jeans. Reaching inside she pulled out a small piece of black paper. "Hmm, two after midnight at corridor junction twenty-seven. Guess I made more of an impression than I thought," she smiled.

"Hey, we're here," Electra called out ahead as their "escort" came to a stop in front of a dark grey door with the numbers 321 printed on it. "I just know that number's an insult on some level!"

"Likely they're trying to say we're too stupid to count very well so they game us a sequenced number," Techna replied calmly, though even she was starting to feel the effects of the school. It was making her head ache and a tingle traveled down her right arm every few minutes. Looking over at Laura Techna knew the moon fairy would be feeling the effects the worst due to her sensitive mind. "Are you feeling all right Laura?" She asked with concern.

"I'm fine," Laura replied, giving Techna a warm smile. "Thank you for your concern, but I'll be fine. This place is just a bit heavy on my mind is all. It's nothing I can't handle." The truth was that Laura was far from fine. The recently healed wound she'd sustained inside Flora's dream had started burning over the last few hours. It was still easily manageable, but she resolved to do an in-depth healing spell the first chance she got.

"Ok, enough standing in the hall. Let's check out our room," Stella said.

"Uh Stella, you have the key," Rebecca replied with a small laugh.

Sure enough, when Techna looked down she saw the floating eyeball slip a slender key into her hand with a slurping sound. "Gross!" Fitting the slimy key into the lock, Stella pushed on the door, which opened with a sustained screech of unduplicated metal.

"Not too bad," Electra remarked as she ran her eyes over the four large beds and a dust covered table and chairs. "Must have been something wrong with the tiniest room in the place, cause I know that's where they WANTED to put us."

"Let's just drop off our stuff and get going. Our next class starts in tem minutes," Ariel pointed out, holding a folded schedule in her hand.

"Let's hurry then," Bloom replied, dropping her bag onto the closest friends, followed by the rest of the girls. "Lead the way Ariel."

"Ok, follow me," Ariel replied, leading the Winx girls back out into the corridor. "Our first class should be…that way." Taking a long corroder to their left the Winx girls all hoping that their first class at Cloud Tower would at least be survivable.

…

Icy, Darcy and Stormy slipped quietly into the outer corridors of Cloud Tower, Darkar's demon fairies having been instructed to wait in hiding while the Trix sisters scouted inside.

"Never thought I'd be seeing this place again so soon," Stormy remarked. "So what's our first move?"

"I think we'll pay a little visit to an old friend," Icy smiled. "She'll be perfect for our uses, plus she still owes us a favor."

"Oh I know who you're talking about," Stormy smiled. "Let's go pay the Loser a visit."

"Follow me," Icy replied, leading the three along several deserted corridors until they came to a rusted door stuck half open. "She told me she likes to hang out here. No one bothers her." Peaking inside, Icy's smile grew even wider. "Just our luck, she's inside. Let's give her a surprise." Summoning her ice magic, Icy sent a freezing wind into the room, covering everything in a layer of frost and rooting the green haired witch inside to the floor.

"What's going on?!" She asked as she struggled to free her feet from the iced floor. She had been about to leave for her next class, and now her eyes were widening in shock as three people she'd hoped never to see again sauntered through the door.

"Well well, if it isn't Lucy the Loser," Icy snickered as she sat down on an ice covered chair. "How's it hangin'? Now I have a little job for you to do."

"You think I'll help you?!" Lucy cried in reply. "When Ms. Griffin find out you're here she'll-"

"Quiet!" Icy snapped, throwing a layer of ice over Lucy's mouth and throat. "Now either you do as we say, or I'll just keep adding more ice," she smiled evilly as the ice slowly crept up to envelop Lucy's nose, cutting off her air. Her eyes widened as she began to suffocate. "Now then, are you going to cooperate?" She asked with a smile.

Lucy struggled to get the ice off of her mouth and nose, but she was so cold she couldn't focus enough to use her magic. Her lungs were starting to burn and her vision was graying, so she did the only thing she could, she nodded. Then, just when she thought she would pass out, the ice shattered, cutting her a bit but thankfully allowing the air she desperately needed into her lungs. As she gulped down great gasps of air, she suddenly felt a blinding pain in the back of her neck, causing her to cry out in agony for several seconds before the pain vanished. "What was that?" She asked.

"I little insurance that you won't betray us," Icy replied. "I've just placed a tiny little creature inside your body. It can't be detected by any magic and it keeps in constant contact with me." Grabbing Lucy by her shivering arms, Icy brought the witch only inches from her face. "So if you so much as think about telling anyone we're here, my little friend will release a poison into your blood potent enough that'll have you dead in minutes. Well, your class should be starting soon. Just remember what I've said. Oh," Icy continued, acting as though she'd forgotten something. "I almost forgot your first mission. Take this and sneak it into the Winx girls' room," Icy commanded, handing the trembling Lucy a small black crystal. "I don't care how you do it, just make sure to put in somewhere out of sight. Be seeing you," she added as she, Darcy and Stormy vanished in a flicker of dark purple light, leaving Lucy alone with her new "companion." She could feel it, wriggling around inside her. The feeling make her sick, but the thought of what would happen if she didn't do as she'd been told was enough to make her race off to her class, not even caring that her lower legs were still damp with melting frost. She had a mission, and her life truly depended on her success.

**Hope you all liked the chapter. I am really sorry for the long update time. The next chapter will hopefully arrive very soon. Till then don't forget to review! The Emperor protects.**

**ENTILZA**


	13. Chapter 13: New School, New Troubles

Chapter 13:

**Chapter 13: New School, New Troubles**

The Winx girls joined the line of witches filing into Mrs. Griffin's classroom. It was shaped like an amphitheater, with rings of seat circling half the room and facing a central stage where the Headmistress stood waiting. When the last of the students had taken their seats she cleared her throat and stepped forward. "Today class, I would like to introduce some new students who will be sitting in with us this week; the fairies of Alfea. I hope you all help them feel welcome." A low murmur of snickering rose from the witches as they glared at the fairies. As she approached the desk on the dais she glanced briefly at a book lying there before turning back to the girls. "A witch's magic comes from dark energy, which can be conjured up from mayhem, or misery, or by tapping into one's own dark feelings."

"Man, this is so bunk!" Musa remarked, a bit louder than she'd intended, and instantly every witch was glaring at the music fairy. Rebecca planted her face in her palm, drawing a snicker from a few witches near her.

"Ok, is it me or is everyone in the room staring at us?" Layla asked.

"They're just admiring our fashion and **ouch!" **Stella yelped as something pinched her butt. Glaring around her she saw Rebecca pull her hand out of a shadow portal, a small grin on her face. Stella grumbled but restrained herself from making a scene.

"If you came across a hungry little kitten crying pitifully in an ally, what would you do?" Mrs. Griffin asked. She saw Flora and Rebecca raise their hands at the same time and grinned. "Flora?"

"Take it home, feed it and give it a really cute name?" The nature fairy replied, nervously glancing around her.

"Oh Flora that's so sweet," Mrs. Griffin drawled, "but NO!" A wave of laughter filled the classroom as the headmistress sighed. "Rebecca?" She asked.

"Well," Rebecca said, "either use it's misery to power a few skin-rot spells, or an aura of despair spell if there was a group of people I hated close by."

"Much better," Mrs. Griffin smiled. "We don't even start learning about aura spells until next week, but now we're going to conjure dark energy using our own feelings. Exchange students beware, bad things happen to those who can't control…their dark energy." Flipping open the book on her desk, she read a passage before shutting in and moving to the upper tier of the classroom. "Now, close your eyes and focus on the thing you detest the most. Focus on how much you despise it, and use that hatred to create your energy."

The students all closed their eyes and within seconds most had purple orbs of magic glowing in their hands. One girl's orb blew up, sending her tumbling to the ground, while another released a tentacle which wrapped around the witch's neck. Laughter filled the room as the other witches laughed at the failures. Mrs. Griffin slowly walked among the students. "Pretty good," she remarked at Mercreti. "Not dark enough," she commented to a purple haired witch. "Yours is strong," she said to Musa, "what despicable image are you using?"

"Witches," Musa replied with a smile.

"Clever," Mrs. Griffin grumbled. She felt a great amount of energy coming from Bloom's orb, which glowed a dark red, but before she reached the fire fairy the headmistress caught sight of Rebecca's orb, which glowed pure black. "Astounding, it's been some time since I felt energy this dark. What image are you using?" She asked.

"My first year teacher of magic training in my realm," Rebecca answered.

"Interesting," the headmistress said. "Come and see me after classes. There's something I'd like to discuss with you. Now back to work, all of you!" She snapped at the witches leaning in to eavesdrop.

Class lasted another hour, and when Mrs. Griffin finally let them go the Winx girls again found themselves alone. Stella quickly marched over to Rebecca and tapped her shoulder. "Hey, what was with that little butt pinch you gave me?" She demanded.

"Just a little fun," the shadow fairy replied. "And a way for me to get a little tighter with the witches. After tonight I just might have my first witch friends."

"Hmph, friends with witches? Not gonna happen with me," Stella snorted.

"Your loss," Rebecca said. "Witches may be different from fairies, but that doesn't mean we're completely opposite."

"What are you talking about?" Stella asked. "Every witch I've ever met's tried to either ice me, shock me or crush me."

Rebecca sighed. "You'd understand if you were from my realm."

"What do you mean?" Bloom asked as she stood beside Rebecca.

"I'll tell you later, we have to get to our next class." Taking the lead, Rebecca led the girls to a small classroom where Professor Zerathstra was waiting for them. She scowled when the Winx girls entered but said nothing.

"Take your seats class," Zerathstra ordered. "Today we're going to focus on transforming your personal demons into well, demons, with claws and fangs to do your evil bidding for you."

"Uh, but fairies don't really have any demons," Bloom said.

"Everyone has demons my dear," Zerathstra replied in a superior tone of voice. "Now close your eyes and focus on your friends. Think of all those times your friends hurt and betrayed you." As she spoke, the witch silently summoned a burst of dark energy, going unnoticed by the closed eyes in the room. "Think of when a friend tried to make you feel dumb in front of others, or when they tried to steal the things most important to you."

"Hey, what's going on here?!" Rebecca said suddenly, rising to her feet.

"Never interrupt the meditation!" Zerathstra replied with venom.

"I know a lot about dark spells Mrs. Zerathstra, and you just tried to cast a catfight spell on this class." As Rebecca spoke the other witches and the Winx girls looked around at each other.

"Perhaps, but I believe the spell has already begun to work on you," the teacher smirked.

"It would have, if I hadn't stopped it," Rebecca smiled, opening her hand to expose a small sphere of purple energy which she squashed in her fist. "Maybe you'd like to test your real magic against mine sometime."

Zerathstra sent a death glare at Rebecca and dark energy crackled in her clenched fists. Rebecca mirrored her pose, black orbs growing in her palms. "Perhaps another time, fairy," the teacher hissed. "Right now I have more important matters to attend to."

As the teacher stormed out of the room Rebecca extinguished her flames. Bloom came up beside her and grabbed Rebecca's shoulder, spinning her around to face Bloom. "What was that all about Rebecca?!"

"She just tried to make us all fight each other Bloom," Rebecca replied, shucking off Bloom's hand. "I didn't do anything but let off a little energy. Besides, I have a meeting with Mrs. Griffin, so I can explain what happened to her. The rest of you should probably head back to our room. When I get back I'll tell you what I was talking about earlier." Turning, Rebecca made her way out into the corridor, leaving her friends standing in the classroom. She remembered the way to Mrs. Griffon's office easily, and knocked firmly on the door.

"Enter," came a voice from within the chamber, and Rebecca pushed her way inside. "Good, you've come."

"You wished to see me Mrs. Griffin?" Rebecca asked as she stopped a few paces short of the Headmistresses's desk.

"I heard about Zerathstra's antics in class today."

"Nothing I couldn't handle," Rebecca smirked.

"Indeed, that is why I asked you here. I've never met anyone from the Phantom Realm before, but from what I've read of it and its people you're not exactly what I expected from its crown princess," Mrs. Griffin stated.

"That's because I'm second in line for the throne," Rebecca replied. "My older sister Misara is crown princess. Also, my fairy powers are still very new to me. The powers I used in my realm were sealed before I came to Alfea."

"Sealed away? Why?"

"You know the Phantom Realm is close to one of the darkest parts of the universe right?" Rebecca asked.

"I've seen the maps of its location yes," the Headmistress replied.

Rebecca sighed deeply. "If people knew of the power that lies in my realm, every power-hungry witch and sorcerer would try to invade and take them for themselves. If that happened there would be many deaths, and likely none of them ours."

"Oh, your people are that strong?" Mrs. Griffin could hear the sadness in Rebecca's voice as she spoke.

"When you spend centuries fighting against the very land you call home, you tend to develop very powerful magic," Rebecca said. "The dark and light energies in my realm have created unique abilities my people possess. We keep to ourselves because if something happened and we were forced into war…" Rebecca trailed off and stared at the ground. "Is that why you asked me here, to gather information about the Phantom Realm?"

"That is one of the reasons," the headmistress admitted. "I also wanted to ask if you would be interested in attending Cloud Tower next year as a full time student."

"Attend Cloud Tower?" Rebecca asked, more to herself than Mrs. Griffin. "I don't know. I'd have to discuss it with my mother. I was sent to Alfea to learn to harness the light parts of my magic and bring that knowledge back to my realm. I'd certainly like to try Cloud Tower. I've enjoyed it so far. I'll send a message to my realm and inform you of my mother's reply."

"I understand; good day then Mrs. Rebecca."

Bowing, Rebecca left the headmistress's office. "Attend Cloud Tower," she said to herself again. The idea certainly appealed to her. Cloud Tower reminded her of her home a lot more than Alfea did, but the fairy school spoke to a part of her she'd only recently become aware of. As she walked, her mind drifted to thoughts of home.

…

Lucy carefully made her way down the dormitory corridor. The crystal Icy had given her poked her thigh through the thin fabric of her skirt's pocket, and every few minutes she felt the creatures the witches had implanted into her move, sending a painful shiver through her body. Icy and her friends would pay for this; somehow she would make them pay.

When she made it to the fairies door she carefully placed her ear to it. She knew classes would just be getting out, so she had a few minutes. Conjuring a quick spell she opened the lock on the door and crept inside, alert for any surprises the room might have for her. After several tension filled seconds Lucy relaxed a bit and tried to find an inconspicuous place to stash Icy's crystal. She considered under one of the carpets, but the bulge of the crystal would show. The bookshelves were likely to be used. There! One of the beds had a cracked headboard. The gap was just large enough for the crystal to fit.

Lucy dropped the crystal into the headboard and heard it clink down to the bottom. "Whew," she sighed. "Now to get out of here." Opening the door very slowly, Lucy listened for anyone coming down the corridor. Hearing nothing, she crept out of the room and shut the door quietly behind her. Nearly running back to her room, she collapsed on her bed and shut her eyes. The creature insider her shifted, making her feel extremely queasy. Swallowing the small amount of bile that rose in her throat, Lucy turned over, drawing a sheet over herself and closing her eyes. All she wanted right now was to sleep and forget what was happening to her. But she knew Icy would have more for her to do, and even though she was hurting fairies, she felt bad for whatever Icy was going to do to them. She had to find a way to stop the renegade witches, but first she had to deal with the creature inside her.

…

Professor Avalon softly closed the door to his private study and sighed. "Another day of teaching little girls magic tricks over," the former cloud spirit said to himself. Every day he found it harder to keep a smile on his face as he did his duty to Lord Darker. He needed something to take his mind off of going crazy.

As if reading Avalon's mind, a large crystal set on his work bench began pulsing with a pale purple light. "Ah, excellent," he said as he touched a hand to the crystal's surface. His link to the Winx girls at Cloud Tower was now open. "My dear Flora, tonight your dreams will be mine, as will the fun to come," he smiled darkly. Come tomorrow, Flora would be one step closer to darkness, and Avalon one step closer to his goal of corrupting his first fairy.


End file.
